FACT II Acquisition Corp. Files 8-K: Material Agreement, Equity Sales, Board Changes

TL;DR

FACT II Acquisition Corp. filed an 8-K detailing a material agreement, equity sales, and board changes effective Nov 25, 2024.

AI Summary

FACT II Acquisition Corp. announced on November 25, 2024, a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities, changes in its board of directors and officer appointments, amendments to its articles of incorporation, and other events. The filing includes financial statements and exhibits related to these matters.

Why It Matters

This 8-K filing indicates significant corporate actions by FACT II Acquisition Corp., including a material definitive agreement and changes in leadership, which could impact the company's strategic direction and investor outlook.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered equity sales, which can introduce complexities and potential risks for investors.

Key Numbers

• 001-42421 — SEC File Number (Identifies the company's filing history with the SEC.)
• 241512485 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• FACT II Acquisition Corp. (company) — Registrant
• November 25, 2024 (date) — Earliest event reported
• 14 Wall Street, 20th Floor New York, New York 10005 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — f one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemab
• $11.50 — ordinary share at an exercise price of $11.50 FACTW Nasdaq Global Market Indica
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $175,000,000 — per Unit, generating gross proceeds of $175,000,000 (before underwriting discounts and comm
• $6,631,250 — Security, generating gross proceeds of $6,631,250, as follows: (A) 17,500 Private Placeme
• $175,000 — ws: (A) 17,500 Private Placement Units ($175,000 in the aggregate) with the Sponsor, (B)
• $4,225,000 — and 325,000 restricted Class A shares ($4,225,000 in the aggregate) with Sponsor HoldCo (
• $1,785,000 — Co (C) 178,500 Private Placement Units ($1,785,000 in the aggregate) with CCM and (D) 44,6
• $446,250 — 5 Private Placement Units with Seaport ($446,250 in the aggregate) (collectively, the &l
• $175,875,000 — 2 Item 8.01 Other Events. A total of $175,875,000 of the net proceeds from the IPO and th
• $7,000,000 — iters’ deferred discount of up to $7,000,000) was placed in a trust account, with Od

Filing Documents

• ea0222733-8k_fact2acq.htm (8-K) — 49KB
• ea022273301ex1-1_fact2acq.htm (EX-1.1) — 257KB
• ea022273301ex3-1_fact2acq.htm (EX-3.1) — 328KB
• ea022273301ex4-1_fact2acq.htm (EX-4.1) — 136KB
• ea022273301ex10-1_fact2acq.htm (EX-10.1) — 61KB
• ea022273301ex10-2_fact2acq.htm (EX-10.2) — 56KB
• ea022273301ex10-3_fact2acq.htm (EX-10.3) — 61KB
• ea022273301ex10-4_fact2acq.htm (EX-10.4) — 61KB
• ea022273301ex10-5_fact2acq.htm (EX-10.5) — 85KB
• ea022273301ex10-6_fact2acq.htm (EX-10.6) — 115KB
• ea022273301ex10-7_fact2acq.htm (EX-10.7) — 65KB
• ea022273301ex10-8_fact2acq.htm (EX-10.8) — 94KB
• ea022273301ex99-1_fact2acq.htm (EX-99.1) — 6KB
• 0001213900-24-103580.txt ( ) — 1374KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 25, 2024, the Registration Statement on Form S-1 (File No. 333-281593) (the " Registration Statement ") relating to the initial public offering (the " IPO ") of FACT II Acquisition Corp. (the " Company ") was declared effective by the U.S. Securities and Exchange Commission. On November 27, 2024, the Company consummated the IPO of 17,500,000 units (the " Units "). Each Unit consists of one Class A Ordinary Share, par value $0.0001 per share (the " Class A Ordinary Shares "), and one-half of one redeemable warrant (the " Public Warrants "), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $175,000,000 (before underwriting discounts and commissions and offering expenses). Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement: an Underwriting Agreement, dated November 25, 2024, between the Company and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“ CCM ”), and Seaport Global Securities LLC (“ Seaport ”), as representatives of the several underwriters named in Schedule A thereto, which contains customary representations and warranties by the Company, conditions to closing and indemnification obligations of the Company and the underwriters; a Unit Subscription Agreement, dated November 25, 2024, between the Company and FACT II Acquisition Parent LLC (the “ Sponsor ”), pursuant to which the Sponsor purchased 17,500 private placement units, each unit consisting of one Class A Ordinary share and one-half of one whole warrant to purchase one Class A Ordinary Share at $11.50 per share (the “ Private Warrants ”), subject to

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of an aggregate of 500,625 Private Placement Units at a price of $10.00 per Private Placement Unit and 162,500 Private Placement Securities at a price of $10.00 per Private Placement Security, generating gross proceeds of $6,631,250, as follows: (A) 17,500 Private Placement Units ($175,000 in the aggregate) with the Sponsor, (B) (i) 260,000 Private Placement Units and (ii) 162,500 Private Placement Units and 325,000 restricted Class A shares ($4,225,000 in the aggregate) with Sponsor HoldCo (C) 178,500 Private Placement Units ($1,785,000 in the aggregate) with CCM and (D) 44,625 Private Placement Units with Seaport ($446,250 in the aggregate) (collectively, the “ Private Placement ”). The Private Placement Units, which were purchased by the Sponsor, Sponsor HoldCo, CCM and Seaport, are identical to the Units, except that, they (including the underlying securities) are (i) subject to certain limited exceptions, will be subject to transfer restrictions until 180 days following the consummation of the Company’s initial business combination and (ii) will be entitled to registration rights. The Private Placement Securities, which were purchased by Sponsor HoldCo, are identical to the Private Placement Units except that they include restricted Class A shares and will be subject to transfer restrictions until 90 days following the consummation of the Company’s initial business combination.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 25, 2024, in connection with the IPO, Nell Cady-Kruse, James Rallo and Hella Alashkar (the " New Directors " and, collectively with Robert Rackind and Adam Gishen, the " Directors ") were appointed to the board of directors of the Company (the " Board "). Effective November 25, 2024, each of Nell Cady-Kruse, James Rallo and Hella Alashkar was also appointed to the Board's Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The Company will reimburse the Directors for reasonable out-of-pocket expenses incurred in connection with fulfilling their roles as directors. Other than the foregoing, none of the Directors is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor is any Director party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The Company’s Amended and Restated Memorandum and Articles of Association became effective on November 27, 2024. The Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and the full text of such exhibit is incorporated by reference herein. 2

01 Other Events

Item 8.01 Other Events. A total of $175,875,000 of the net proceeds from the IPO and the Private Placement (which includes the underwriters’ deferred discount of up to $7,000,000) was placed in a trust account, with Odyssey Transfer and Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company has not completed its initial business combination within 18 months from the closing of the IPO (or 24 months from the closing of the IPO if the Company has executed a definitive agreement for an initial business combination within 18 months from the closing of the IPO) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Company’s public shares if the Company has not completed its initial business combination within 18 months from the closing of the IPO (or 24 months from the closing of the IPO if the Company has executed a definitive agreement for an initial business combination within 18 months from the closing of the IPO) or during any extended time that the Company has to consummate a business combination beyond 18 months from the closing of the IPO (or 24 months from the closing of the IPO if the Company has executed a definitive ag

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 1.1 Underwriting Agreement, dated November 25, 2024, between the Company and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Seaport Global Securities LLC, as representatives of the several underwriters 3.1 Amended and Restated Memorandum and Articles of Association 4.1 Warrant Agreement, dated November 25, 2024, between the Company and Odyssey Transfer and Trust Company 10.1 Private Placement Units and Restricted Shares Subscription Agreement, dated November 25, 2024, between the Company and FACT II Acquisition LLC 10.2 Private Placement Units Subscription Agreement, dated November 25, 2024, between the Company and FACT II Acquisition Parent LLC 10.3 Private Placement Units Subscription Agreement, dated November 25, 2024, between the Company and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC 10.4 Private Placement Units Subscription Agreement, dated November 25, 2024, between the Company and Seaport Global Securities LLC 10.5 Investment Management Trust Account Agreement, dated November 25, 2024, between the Company and Odyssey Transfer and Trust Company 10.6 Registration Rights Agreement, dated November 25, 2024, among the Company, the Sponsor, Sponsor HoldCo and the other Holders (as defined therein) signatory thereto 10.7 Letter Agreement, dated November 25, 2024, among the Company, the Sponsor, Sponsor HoldCo, and each of the initial shareholders, directors and officers of the Company 10.8 Form of Indemnity Agreement, November 25, 2024, between the Company and each of the officers and directors of the Company 99.1 Press Release, dated November 26, 2024 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 27, 2024 FACT II ACQUISITIO

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